InformPrime – Terms of Trade
Between InformPrime ABN 17 144 226 217 (we or us) and you.
You wish to appoint us to provide you with the services that you have requested through the Website found at Informprime.com (Website) or otherwise provided in a Quote, and we agree to provide those services, in accordance with the terms and conditions set out below (Terms).
These Terms may be updated by us from time to time without notice. You should check this page regularly to take notice of any changes we may have made to the Terms, prior to placing any new order with us.
You acknowledge and agree that you have had sufficient chance to read and understand the Terms, and you agree to be bound by them.
1. Terms and conditions
All services are provided subject to these terms and conditions, which (together with the Quote) sets out the entire understanding and agreement between us.
2. Fees and costs
In consideration for us providing the services, you must pay all fees, charges and costs set out in the Quote.
If you require any services that are not contained in the original Quote, or if there are elements of the services which require additional time, material or resources to be provided by us, including if there is a request for changes or further services after approval of a deliverable, then we will advise you of the additional services and additional fees required before providing you with the additional services.
3. Payment
Payment for products and services must be paid in full prior to commencement. You pay at the checkout when placing an order for our services on the Website.
If you have requested a Quote for our customised services, then this will be provided to you together with our invoice.
Our services will only commence after payment is received. However if we do commence work prior to receiving payment, this does not in any way prejudice our right to seek payment.
4. Timing
We will use reasonable commercial endeavours to deliver the services in accordance with any agreed time frames, but we do not guarantee any timing estimates and we will not be in breach of our obligations if we fail to meet any such timelines.
5. Intellectual Property Rights
You acknowledge and agree that InformPrime owns all Intellectual Property Rights in relation to: creation files, working files, artwork, project deliverables and other documents provided by us in connection with the services. For the avoidance of doubt, this does not include your Background IP or any licences (such as image licences or software and service licenses required to deliver your solution).
Upon full payment of our fees, we will assign to you all Intellectual Property Rights in the project, except in relation to any of our Background IP. In such case, we have a perpetual, irrevocable licence to use the relevant project Intellectual Property Rights unless agreed otherwise in writing. For the avoidance of doubt, Intellectual Property Rights that we have agreed to transfer to you do not include any licences (such as image licences) or other Intellectual Property Rights that we are not able to assign.
Each party retains ownership of its Background IP and grants to the other party a non-exclusive, royalty-free licence as follows:
If during the course of providing the services we develop, discover, or first reduce to practice a concept, product or process which is capable of being patented, then such concept, product or process will remain our property, and you must not use or otherwise appropriate such property without first obtaining our written consent.
To the extent permitted by applicable laws and for your benefit, we will, upon your request in writing procure the consent from the holder of any moral rights in the project.
We may purchase rights to images, software and online services that we use in providing the services to you. Such images, software and online services may be subject to a license agreement between us and a third party that may restrict your use of those images. Please ask us if you would like to be given a copy of the terms of any such license. Unless otherwise agreed in writing, we may at our discretion use images, software and online services that have been used in providing the services to you, with other clients or on other works. If you require specific images, software and online services, you may be required to pay additional fee(s) for that use. Even if we agree to provide an image to you exclusively, we cannot guarantee that the image will not be used by other third parties who may have obtained these images from another party.
We reserve the right to display all web designs and project assets that we create for you on our website and in our marketing material as long as they don’t violate your intellectual property rights.
6. Warranties and liability
You warrant that all work and materials provided by you (including your Background IP) will be free and clear of all liens and encumbrances and may be lawfully used by us without infringing upon the rights of others including, and without limiting the generality of the foregoing, any copyright trade secret patent or trademark rights of any third party.
You acknowledge that you have not relied on any advice, representation or warranty given by us in connection with the services that is not expressly stated in this document.
To the extent permitted by law, all warranties, conditions and representations by us are excluded. If a term is implied by law into this document and the law prohibits provisions in a contract excluding or modifying liability under that term, then it will be included this document. However, our liability for breach of such term will be limited, at our option, to one or more of the following:
If you are not happy with our services, to the extent permitted by law we will not provide you with a refund, but supply you with the services again within reason, to meet your original brief, until you are satisfied with the services.
If your brief has been amended from your original brief, then you accept that the additional work will need to be quoted first. If you accept the quote, we will send you an invoice to be paid before we commence the new service work.
In the unlikely event you remain unhappy with our service, then InformPrime may agree to a partial refund, taking into account work already undertaken by InformPrime. Any request would be considered on a case-by-case basis and no guarantees regarding refunds are made.
If you have approved any project deliverables we have sent you or service delivery that we have provided, the project or service delivery is considered complete, and no more revisions will be made. Once you have received the final project deliverables, you have accepted that the project is complete as per the agreement, and you accept that we will not provide you with a refund if requested.
Without limitation, we will under no circumstances be liable for any indirect or consequential losses, including loss of profits, loss of revenue and loss of business opportunity.
To the extent permitted by law, neither we nor any of our officers, employees, agents or related bodies corporate will be responsible or liable in any way (including for negligence) for any loss, damage, liability or costs incurred or sustained by you or claims made against you, and you agree not to make any claim against us, due to or arising out of our provision of the services.
You indemnify and hold us harmless in respect of any and all claims, loss or damage of any kind whatsoever (including legal costs and disbursements on a full indemnity basis), arising directly or indirectly out of: any act done by us in good faith and purportedly pursuant to a right granted to us under the provisions of this document any infringement by you of third-party Intellectual Property Rights, and/or any breach by you of any of the terms of this document.
We do not guarantee that our services will provide any specific results. In particular, and without limiting the foregoing, we make no guarantees, warranties or representations as to sales or revenue that may be achieved or that you will receive any new or increased numbers or customers as a result of our services.
7. Confidentiality
“Confidential Information” means all material or information of a confidential nature, received or acquired by InformPrime or its customers or created either partly or in whole by InformPrime’s partners during the course of this agreement, relating to the Services and products, including software products, or general business operations of InformPrime and its customers. Such information or material may include, but is not limited to:
InformPrime agrees that we will treat all Confidential Information as being strictly confidential, and hold it in the strictest confidence, at all times during and after termination of this agreement, and that this requirement is reasonable to protect the Confidential Information of InformPrime and its clients.
InformPrime agrees not to disclose, or cause or allow to be disclosed, Confidential Information to any person, except: if required to do so by law, although InformPrime must notify the client immediately upon becoming aware that it will be required to disclose any Confidential Information in accordance with this clause; with the client’s express prior written consent, to InformPrime’s agents, employees, or advisers as a necessary part of the proper performance of InformPrime’s duties and only to the extent necessary to properly carry out those duties.
InformPrime agrees that we will not use the Confidential Information, or cause or allow the Confidential Information to be used:
InformPrime will not make any copy or summary of any Confidential Information, except if required to do so in the course of the provision of the Services.
InformPrime acknowledges and agrees that all Confidential Information is and will at all times remain the exclusive property of its customers, as the case may be.
InformPrime acknowledges and accepts that InformPrime may be required to enter into separate confidentiality agreement with customers of InformPrime.
The obligations above do not apply to any Confidential Information which is in the public domain other than due to a breach of an obligation of confidence (whether or not under this agreement).
8. Termination
This agreement terminates six (6) months from the date that we cease providing the services.
If the provision of our services is postponed or terminated by you, we will retain the development for six months from the date that we commence providing the services. After that date, if you wish to retain our services again to continue with the provision of the previous services, we will provide you with a new Quote.
We reserve the right to suspend services immediately at any time and without liability if you fail to perform your obligations under this document, including failing to make payments to us by a due date.
If you breach any term or condition of this document and fail to remedy such breach within 14 days of you receiving written notification from us indicating the breach and requiring its remedy then we may at our discretion treat this document as terminated, in which case we will retain the Intellectual Property Rights in the services even if we had previously agreed to assign it.
Termination due to a breach of this document by you does not in any way prejudice any of our rights including our right to receive payment for services rendered.
9. Non-Solicitation
You must not during the term of this document, or for a period of 6 months following completion of any project that we undertake for you:
11. Subscription
All subscriptions offered by us will be charged to either to your credit card, PayPal, or by direct debit account depending on which payment service was chosen on signup.
Subscriptions automatically renew unless cancelled at least 5 days before the end of the current period. You agree to have us store your payment details on file or with a 3-party so we can facilitate the processing of your regular subscription payment.
Subscription cancellation can be made via email or in writing.
12. Change of mind refund policy
We have a strict no change-of-mind refund policy. Under the Australian Consumer Law (South Australia) we are not required to provide a refund or replacement if you change your mind.
If you have an issue with the service or product that you have purchased from this website then we recommend that you contact us.
13. General
All notices and consents required or permitted to be given under this document must be in writing and given by personal service, pre-paid postage or email transmission at the addresses of the parties set out in this document or to such other address as either party may designate to the other by written notice.
Neither this document nor any rights or obligations of this document may be assigned or otherwise transferred by either party without the prior written permission of the other.
If we do not act in relation to a breach by you of this document, this does not waive our right to act with respect to that or subsequent or similar breaches.
Nothing stated in this document constitutes you and us as partners, or creates the relationship of employer and employee, master and servant or principal and agent between the parties. Neither party shall have authority to make any statements, representations or commitments of any kind, or to take any action which shall be binding on the other party, except as expressly provided in this document or authorised in writing.
If any provision of this document should be held to be invalid in any way or unenforceable, the remaining provisions must not in any way be effected or impaired. This document must be construed so as to most nearly give effect to the intent of the parties as it was originally executed.
These terms and conditions are governed by and to be interpreted according to the laws of South Australia, Australia. The parties submit to the non-exclusive jurisdiction of the courts of that State.
14. Definitions Background IP means Intellectual Property Rights owned by either party immediately prior to the date of this agreement or developed independently of this agreement.
Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, know-how, trade marks (whether registered or not), business names (whether or not registered), domain names, inventions, discoveries, patents, patent applications, designs, circuit layouts and all other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organization of July 1967.
Moral Rights means the right of attribution, the right against false attribution and the right of integrity of authorship as defined in the Copyright Act 1968 (Cth).
Quote refers to any quotation, proposal, statement of work or services description from us as appears on our Website in relation to the services you have purchased, or as provided by us to you from time to time.
Website means the Website found at the URL informprime.com